This document has been translated from a part of Japanese original for reference purposes only. In event of any discrepancy between this translated document and Japanese original, original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any or forms of damages arising from translation. To Those Shareholders with Voting Rights (Securities code: 3116) May 28, 2018 Takeshi Numa President TOYOTA BOSHOKU CORPORATION 1-1 Toyoda-cho, Kariya-shi, Aichi, Japan NOTICE OF THE 93 rd ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend 93 rd Ordinary General Meeting of Shareholders of Toyota Boshoku Corporation (hereafter, Company ). The meeting will be held as described below. If you are unable to attend meeting, you can exercise your voting rights by mailing enclosed Voting Rights Exercise Form or via Internet. Please review Reference Documents for General Meeting of Shareholders, and exercise your voting rights no later than 5:30 p.m. on Tuesday, June 12, 2018 (JST). 1. Date and time: Wednesday, June 13, 2018 at 10:00 a.m. (JST) 2. Place: Head office, Toyota Boshoku Corporation 1-1 Toyoda-cho, Kariya-shi, Aichi, Japan 3. Agenda of Meeting: Matters to be reported: I. The Business Report, Consolidated Financial Statements, and audit results of Consolidated Financial Statements by Accounting Auditor and Audit & Supervisory Board for 93 rd Fiscal Term (from April 1, 2017 to March 31, 2018). II. Report on Non-Consolidated Financial Statements for 93 rd Fiscal Term (from April 1, 2017 to March 31, 2018). Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of Ten (10) Directors Proposal 3: Election of Two (2) Audit & Supervisory Board Members Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member Proposal 5: Payment of Bonuses to Directors Online disclosure of notes s to consolidated and non-consolidated financial statements are listed on Toyota Boshoku website in accordance with law and with Article 15 of Articles of Incorporation. The notes can be viewed online and, refore, are not included in this notice or accompanying materials. The consolidated and non-consolidated financial statements audited by Accounting Auditor and Audit & Supervisory Board include notes listed on website as well as contents of this notice and accompanying materials. (Japanese only) website: https://www.toyota-boshoku.com/ If any corrections are made to reference materials for Ordinary General Meeting of Shareholders, as well as business report and financial statements (consolidated and non-consolidated), such corrections will also be listed on aforementioned website. 1
Reference Documents for Ordinary General Meeting of Shareholders Proposals and references Proposal 1 Appropriation of Surplus The Company proposes appropriation of surplus as follows. Year-end dividend In light of desire to maintain a stable level of dividends over long term, and in overall consideration of Toyota Boshoku Group s consolidated operating results and dividend payout ratio and ors, Company intends to pay year-end dividends for FY2017 as follows. 1 Type of dividend assets Cash 2 3 Appropriation of dividend assets to shareholders and total amount reof Effective date of distribution of surplus 29 yen per common share Total amount of dividends: 5,385,514,948 yen The cash dividend for fiscal term, including an interim dividend, is 54 yen per share. Thursday, June 14, 2018 (JST) 2
Proposal 2 Election of Ten (10) Directors The term of office of all Ten (10) current Directors will expire at closing of this Ordinary General Meeting of Shareholders. The Company proposes election of Ten (10) Directors. The candidates for Directors are as follows: Candidate 1 Shuhei Toyoda (June 25, 1947) Reappointment April 1977 June 1998 June 2001 June 2001 September 2001 April 2002 June 2003 June 2004 June 2006 June 2015 Joined Toyota Motor Co., Ltd. (now ) Member of Board of Directors, Managing Director, President & CEO, Toyota Motor Engineering & Manufacturing Europe NV/SA Member of Board of Directors (with Managing Director status), President & CEO, Toyota Motor Europe NV/SA Member of Board of Directors (with Senior Managing Director status), Executive Vice President, Company President, Company Chairman, Company (to present) 1,032,400 Reasons for selection as a candidate for Director In addition to having held important positions in overseas branches of (TMC) and his experience as a director of TMC, Mr. Toyoda has held posts successively as President and Chairman of Company and possesses experience based on many years of involvement in operations. The Company is requesting his appointment as Director to make use of his wealth of experience and broad insight for management of Company and to enhance corporate value. There is no special interest between candidate and Company. 3
2 3 Yoshimasa Ishii (April 22, 1953) Reappointment April 1976 June 2005 June 2009 June 2011 April 2013 June 2013 June 2015 Joined Toyota Motor Sales Co., Ltd. (now ) Managing Officer, Senior Managing Director, Senior Managing Officer, President & CEO, Toyota Financial Services Corporation Member of Board of Directors, President, Company 21,300 Vice Chairman, Company April 2018 (to present) Reasons for selection as a candidate for Director In addition to his experience as a manager at and Toyota Financial Services Corporation, Mr. Ishii possesses experience gained from his efforts to strengn business structure by exercising strong leadership as President of Company from June 2015 and as Vice Chairman from April 2018. The Company is requesting his appointment as Director to make use of his wealth of experience and broad insight for management of Company and to enhance corporate value. There is no special interest between candidate and Company. Joined Toyota Motor Co., Ltd. April 1981 (now ) Takeshi Numa (June 14, 1958) Reappointment April 2012 April 2016 June 2016 April 2018 Managing Officer, Vice President, Company Executive Vice President, Company President, Company (to present) 20,000 Reasons for selection as a candidate for Director In addition to having held important positions in manufacturing division and overseas branches of (TMC) and his experience as a managing officer of TMC, Mr. Numa has been involved in management of Company as Vice President since April 2016 and as President since April 2018. The Company is requesting his appointment as Director to make use of his wealth of experience and broad insight spanning operations as a whole for management of Company and to enhance corporate value. There is no special interest between candidate and Company. 4
4 Teruo Suzuki (June 13, 1956) New appointment April 1979 June 2009 June 2010 June 2013 June 2013 June 2015 June 2016 June 2017 April 2018 Joined Toyota Motor Co., Ltd. (now ) Operating Officer, Company Managing Officer, Company Executive Managing Officer, Company President, Toyota Boshoku America, Inc. Chairman serving concurrently as President, Toyota Boshoku America, Inc. Director, Executive Managing Officer, Company Executive Managing Officer, Company Vice President, Company (to present) 12,500 Reasons for selection as a candidate for Director In addition to his experience in Human Resources Group and Purchasing Group of Toyota Motor Corporation, Mr. Suzuki has held broad responsibilities in many divisions of Company including management planning, human affairs, accounting and finance, and purchasing, and possesses management experience from his involvement in management at regional headquarters in Americas. The Company is requesting his appointment as Director to make use of his wealth of experience and broad insight for management of Company and to enhance corporate value. There is no special interest between candidate and Company. 5
April 1980 Joined Arakawa Auto Body Co., Ltd. (Now Toyota Boshoku Corporation) June 2009 Operating Officer, Company June 2010 Managing Officer, Company June 2010 Director and Vice President, Toyota Boshoku America, Inc. Yoshihiro Ito (August 23, 1957) New appointment June 2014 April 2016 Director serving concurrently as Executive Managing Officer, Company Director and Chairman serving concurrently as President, Toyota Boshoku America, Inc. 14,700 5 June 2016 Executive Managing Officer, Company April 2017 Chairman, Toyota Boshoku America, Inc. April 2018 Vice President, Company (to present) Reasons for selection as a candidate for Director In addition to his experience in operations and business administration divisions of Company, Mr. Ito possesses experience based on his involvement in management at U.S. affiliate and at regional headquarters in Americas. The Company is requesting his appointment as Director to make use of his wealth of experience and broad insight for management of Company and to enhance corporate value. There is no special interest between candidate and Company. 6
6 Yasuhiro Fueta (November 22, 1959) Reappointment April 1983 January 2015 June 2015 June 2017 April 2018 Joined Advisor, Company Managing Officer, Company Director, Managing Officer, Company Director, Executive Managing Officer, Company (to present) Reasons for selection as a candidate for Director In addition to his management experience as a financial executive in human resources and labor division and overseas branches of, Mr. Fueta has been involved in management primarily in areas of revenue management, business restructuring, and business administration since June 2015. The Company is requesting his appointment as Director to make use of his wealth of experience and broad insight for management of Company and to enhance corporate value. There is no special interest between candidate and Company. 6,200 7
7 Takeshi Ogasawara (August 1, 1953) Reappointment Outside Director Independent Director April 1977 May 2004 June 2004 January 2006 May 2007 June 2008 May 2011 June 2012 June 2016 Joined The Tokai Bank, Ltd. Executive Officer, UFJ Bank, Limited Executive Director, UFJ Bank, Limited Executive Officer, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) (now MUFG Bank, Ltd.) Managing Executive Officer, MUFG Bank Managing Executive Director, MUFG Bank Senior Managing Director, MUFG Bank Deputy President and Representative Director, MUFG Bank Executive Advisor, MUFG Bank (to present) June 2017 Director, Company (to present) [Important concurrent position] Executive Advisor, MUFG Bank, Ltd. Reasons for selection as a candidate for Outside Director Mr. Ogasawara possesses experience as a business executive over many years at MUFG Bank, Ltd. The Company is requesting his appointment as Outside Director because it believes he will reflect this abundant experience and broad insight in management and contribute to maintenance and enhancement of corporate governance. s 1. There is no special interest between candidate and Company. 2. Mr. Ogasawara is a candidate for position of Outside Director. 3. The Company has concluded an agreement with Mr. Ogasawara to limit his liability for damages under Article 423 paragraph (1) of Companies Act, and limited maximum amount of his liability for damages based on said agreement to amount stipulated in Article 425 paragraph (1) of Act. 4. Mr. Ogasawara is a candidate for Independent Director pursuant to provisions of Tokyo Stock Exchange and Nagoya Stock Exchange. 5. The MUFG Bank, Ltd., at which Mr. Ogasawara was serving as a Director, reached a settlement with UK Prudential Regulation Authority (PRA), pursuant to which it will make a payment of GBP17,850,000. The settlement was related to MUFG Bank s failure to notify PRA of MUFG Bank s discussions with New York State Department of Financial Services (DFS) that culminated in a consent order between MUFG Bank and DFS in November 2014. () MUFG Bank, Ltd. changed its name from The Bank of Tokyo-Mitsubishi UFJ, Ltd. as of April 1, 2018. 0 8
8 Akihiro Koyama (June 9, 1953) New appointment Outside Director Independent Director April 1981 April 1988 March 1995 Lecturer (Full-Time), Faculty of Economics, Gakushuin University Professor, Faculty of Economics, Gakushuin University C4 (Full-Time) Professor, Faculty of Law and Economics, Bayreuth University, Germany Professor, Faculty of Economics, September 1995 Gakushuin University (to present) [Important concurrent position] Professor, Faculty of Economics, Gakushuin University Reasons for selection as a candidate for Director In addition to conducting research on topics such as business finance and corporate governance over many years as a university professor, Dr. Koyama has held posts successively as a visiting professor at overseas universities and possesses expert knowledge in enterprise management from a global perspective. Dr. Koyama has not been directly involved in corporate management, but Company is requesting his appointment as Outside Director because it believes he will reflect in management deep insight gained through his career as described above and contribute to maintenance and enhancement of corporate governance. s 1. There is no special interest between candidate and Company. 2. Dr. Koyama is a candidate for position of Outside Director. 3. If this proposal is approved as submitted, Company intends to conclude an agreement with Dr. Koyama to limit his liability for damages under Article 423 paragraph (1) of Companies Act, and intends to limit maximum amount of his liability for damages based on said agreement to amount stipulated in Article 425 paragraph (1) of Act. 4. Dr. Koyama is a candidate for independent director pursuant to provisions of Tokyo Stock Exchange and Nagoya Stock Exchange. 0 9
9 Kazue Sasaki (March 5, 1954) Reappointment Outside Director Independent Director April 1977 June 2003 June 2006 June 2008 June 2009 June 2010 June 2011 June 2013 June 2016 Joined Toyoda Automatic Loom Works, Ltd. (now Toyota Industries Corporation) Director, Toyota Industries Corporation Managing Director, Toyota Industries Corporation Senior Managing Officer, Toyota Industries Corporation President, Toyota Industrial Equipment Manufacturing, Inc. Director (with Senior Managing Director status), Toyota Industries Corporation Senior Managing Director, Toyota Industries Corporation Executive Vice President, Toyota Industries Corporation (to present) Director, Company (to present) 2,000 [Important concurrent position] Executive Vice President, Toyota Industries Corporation Reasons for selection as a candidate for Outside Director Mr. Sasaki has experience as a business executive over many years at Toyota Industries Corporation. In addition, he has provided advice to management from a broad perspective as Outside Director of Company since June 2016. The Company is requesting his appointment as Outside Director because it believes he will reflect this abundant experience and broad insight in management and contribute to maintenance and enhancement of corporate governance. 1. There is no special interest between candidate and Company. 2. Mr. Sasaki is a candidate for position of Outside Director. 3. The Company has concluded an agreement with Mr. Sasaki to limit his liability for damages under Article 423 paragraph (1) of Companies Act, and has limited maximum amount of his liability for damages based on said agreement to amount stipulated in Article 425 paragraph (1) of Act. 4. Mr. Sasaki is a candidate for independent director pursuant to provisions of Tokyo Stock Exchange and Nagoya Stock Exchange. 10
April 1971 Joined Nippondenso Co., Ltd. (now DENSO Corporation) June 2000 Member of Board of Directors, DENSO Corporation Executive Director, DENSO Corporation June 2004 June 2005 President, DENSO International Europe Senior Executive Director, DENSO Corporation Nobuaki Kato (November 3, 1948) Reappointment Outside Director Independent Director June 2007 June 2008 June 2011 June 2015 President & CEO, DENSO Corporation Audit & Supervisory Board Member, Company Chairman, DENSO Corporation (to present) 3,000 June 2017 Director, Company (to present) 10 [Important concurrent positions] Chairman, DENSO Corporation Outside Audit & Supervisory Board Members, KDDI Corporation Outside Audit & Supervisory Board Members, Chubu Electric Power Co., Inc. Reasons for selection as a candidate for Outside Director Mr. Kato has experience as a business executive over many years at DENSO Corporation. In addition, he has contributed to enhancement of auditing system as Outside Audit & Supervisory Board Member of Company since June 2011, and has provided advice to management from a broad perspective as Outside Director of Company since June 2017. The Company is requesting his appointment as Outside Director because it believes he will reflect this abundant experience and broad insight in management and contribute to maintenance and enhancement of corporate governance. s 1. There is no special interest between candidate and Company. 2. Mr. Kato is a candidate for position of Outside Director. 3. The Company has concluded an agreement with Mr. Kato to limit his liability for damages under Article 423 paragraph (1) of Companies Act, and limited maximum amount of his liability for damages based on said agreement to amount stipulated in Article 425 paragraph (1) of Act. 4. Mr. Kato is a candidate for independent director pursuant to provisions of Tokyo Stock Exchange and Nagoya Stock Exchange. 11
Proposal 3 Election of Two (2) Audit & Supervisory Board Members Because Standing Audit & Supervisory Board Member, Tokuji Yamauchi and Outside Audit & Supervisory Board Member, Hitoshi Yoshida will resign ir positions upon conclusion of Ordinary General Meeting of Shareholders, Company requests appointment of Two (2) Audit & Supervisory Board Members. Corporate Auditor candidate Sunao Yamamoto is to be appointed as a substitute for Standing Auditor and Audit & Supervisory Board Member Tokuji Yamauchi, and Corporate Auditor candidate Masakazu Aida is to be appointed as a substitute for Outside Auditor and Audit & Supervisory Board Member Hitoshi Yoshida. Their terms of office will be respective remaining terms for Mr. Yamauchi and Mr. Yoshida, in accordance with provisions of Articles of Incorporation. The Audit & Supervisory Board has already given its consent regarding this proposal. The candidates for Audit & Supervisory Board Members are as follows: Candidate April 1974 Joined Arakawa Auto Body Co., Ltd. (Now Toyota Boshoku Corporation) June 2005 Operating Officer, Company June 2011 Managing Officer, Company 1 Sunao Yamamoto (October 18, 1951) New appointment June 2012 June 2013 June 2015 April 2016 Executive Managing Officer, Company President, Toyota Boshoku (China) Co., Ltd. Director serving concurrently as Executive Managing Officer, Company Chairman, Toyota Boshoku (China) Co., Ltd. 3,950 June 2017 Executive Managing Officer, Company Reasons for selection as a candidate for Auditor In addition to his experience in production management and overseas business divisions, Mr. Yamamoto possesses experience from his involvement in management of regional headquarters companies in United States and China. The Company is requesting his appointment as Audit & Supervisory Board Member to reflect this abundant experience and broad insight in audits of Company. There is no special interest between candidate and Company. 12
2 Masakazu Aida (October 18, 1950) New appointment Outside Auditor Independent Auditor April 1975 July 2007 June 2009 June 2015 Joined Chubu Electric Power Co., Inc. Managing Executive Officer, Chubu Electric Power Co., Inc. Direct, Senior Managing Executive Officer, Chubu Electric Power Co., Inc. Appointed President, Techno Chubu Co., Ltd. Reasons for selection as a candidate for Auditor Mr. Aida has held positions successively as a director of Chubu Electric Power Co., Inc. and President and Director of Techno Chubu Company, Ltd., and possesses experience and extensive knowledge as a manager over many years. The Company is requesting his appointment as Outside Auditor because it believes he will reflect this abundant experience and broad insight in Auditing System and contributes to maintenance and enhancement of corporate governance. s 1. There is no special interest between candidate and Company. 2. Mr. Aida is a candidate for position of Outside Auditor. 3. If this proposal is approved as submitted, Company intends to conclude an agreement with Mr. Aida to limit his liability for damages under Article 423 paragraph (1) of Companies Act, and intends to limit maximum amount of his liability for damages based on said agreement to amount stipulated in Article 425 paragraph (1) of Act. 4. Mr. Aida is a candidate for independent director pursuant to provisions of Tokyo Stock Exchange and Nagoya Stock Exchange. 0 13
Proposal 4 Election of One (1) Substitute Audit & Supervisory Board Member To prepare in event Company lacks number of Audit & Supervisory Board Members set by laws and regulations, Company requests appointment of One (1) Substitute Audit & Supervisory Board Member. This proposal is made to elect a substitute for eir Mr. Shinichi Sasaki, who is currently an Outside Audit & Supervisory Board Member, or Mr. Masakazu Aida, who will be appointed as Outside Auditor if Proposal 3 is approved as submitted. In event candidate becomes an Audit & Supervisory Board Member, his term of office shall be remaining part of his predecessor s term. This resolution shall be effective until commencement of next Ordinary General Meeting of Shareholders. However, this resolution may be cancelled before proposed Substitute Audit & Supervisory Board Member assumes office, by a resolution of Board of Directors, subject to approval of Audit & Supervisory Board. The Audit & Supervisory Board has already given its agreement regarding this proposal. The candidate for Substitute Audit and Supervisory Board Member is as follows. Candidate April 1978 Registered as attorney in Nagoya Kazuo Kawamura (February 13, 1953) April 1983 Established Kawamura Law Office 0 Reappointment [Important concurrent positions] Attorney-at-Law Reasons for selection as a candidate for Substitute Outside Auditor The Company proposes Mr. Kawamura as a candidate for Substitute Audit & Supervisory Board Member so that if he is appointed as an Outside Audit & Supervisory Board Member, Company may effectively use his legal expertise gained over many years as an Attorney-at-Law for Auditing System. Although Mr. Kawamura has not been directly involved in corporate management, Company judges that if he assumes position of Outside Auditor he will be able to appropriately accomplish duties of that position and contribute to maintenance and enhancement of corporate governance because he is well versed in corporate law as an Attorney-at-Law and possesses sufficient insight to administer corporate management. s 1. There is no special interest between candidate and Company. 2. Mr. Kawamura is a candidate for position of Substitute Outside Auditor. 3. If this proposal is approved as submitted and Mr. Kawamura has assumed position of Auditor, Company intends to conclude an agreement with Mr. Kawamura to limit his liability for damages under Article 423 paragraph (1) of Companies Act, and intends to limit maximum amount of his liability for damages based on said agreement to amount stipulated in Article 425 paragraph (1) of Act. 4. If this proposal is approved as submitted and Mr. Kawamura has assumed position of Auditor, Company intends to report him as an independent executive to Tokyo Stock Exchange and Nagoya Stock Exchange. 14
Proposal 5 Payment of Bonuses to Directors In light of performance in FY2017, Company intends to pay a total of 159,800,000 yen in bonuses to Six (6) Directors (excluding Outside Directors) as of end of fiscal year. 15